AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.3

EXECUTION COPY

AMENDMENT NO. 9
TO
RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT dated as of September 17, 2008 (this “ Agreement ”) is entered into among INSIGHT RECEIVABLES, LLC (the “ Seller ”), INSIGHT ENTERPRISES, INC. (“ Insight ” and the “ Servicer ”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as a Financial Institution and as Agent (in its capacity as Agent, the “ Agent ”), and JS SILOED TRUST (“ JS Trust ”), as assignee of Jupiter Securitization Company LLC. Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined below.

W I T N E S S E T H

WHEREAS, the parties hereto are parties to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “ Receivables Purchase Agreement ”);

WHEREAS, the parties hereto have agreed to amend the Receivables Purchase Agreement on the terms and conditions hereafter set forth;

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments . Subject to the fulfillment of the conditions precedent set forth in Section 2 below, the Receivables Purchase Agreement is hereby amended as follows:

1.1 Section 2.6 of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

Section 2.6. Maximum Purchaser Interests and Aggregate Capital . Seller shall ensure that at no time shall (i) the Purchaser Interests of the Purchasers exceed in the aggregate 100% or (ii) the Aggregate Capital exceed the Purchase Limit. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay to the Agent within three (3) Business Days after Seller’s knowledge thereof, an amount to be applied to reduce the Aggregate Capital (as allocated by the Agent), such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 100%. If the Aggregate Capital exceeds the Purchase Limit, Seller shall pay to the Agent within one (1) Business Day, an amount to be applied to reduce the Aggregate Capital (as allocated by the Agent), such that after giving effect to such payment the Aggregate Capital equals or is less than the Purchase Limit.

1.2 The first sentence of Section 5.1(o) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

The Member owns, directly or indirectly, 100% of the issued and outstanding membership interests of Seller, free and clear of any Adverse Claim other than the Adverse Claim in favor of (i) the Administrative Agent as contemplated by the Credit Agreement and (ii) the Floorplan Collateral Agent as contemplated by the Floorplan Credit Agreement.

1.3 Section 7.1(a)(ii) of the Receivables Purchase Agreement is amended by (i) deleting the phrase “the chief executive officer, president, chief financial officer, treasurer or senior vice president of finance” and substituting the phrase “an Authorized Officer” therefor and (ii) deleting the reference therein to “stockholders’ equity,”.

1.4 Section 7.1(a)(iv) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(iv) Statements and Reports . Promptly upon the furnishing thereof to the shareholders or members of such Seller Party copies of all financial statements, reports and proxy statements so furnished; provided , that the Seller Parties shall be deemed to have delivered the foregoing to the Agent if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to the Agent without charge, or has been made available on Insight’s website www.insight.com, and the delivery date therefor shall be deemed to be the first day on which such information is available to the Agent on one of such web pages; provided , further , that Insight will promptly notify the Agent of each posting to such sites upon the occurrence thereof. In order to provide such notices promptly, Insight agrees that it shall register the Agent in the appropriate Insight databases necessary to cause such notices to be sent automatically (including, without limitation, by e-mail to e-mail addresses agreed upon by the Agent) on the applicable filing dates.

1.5 Section 7.1(a)(v) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(v) S.E.C. Filings . Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which Insight or any of its Subsidiaries files with the Securities and Exchange Commission; provided , that the Seller Parties shall be deemed to have delivered the foregoing to the Agent if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to the Agent without charge, or has been made available on Insight’s website www.insight.com , and the delivery date therefor shall be deemed to be the first day on which such information is available to the Agent on one of such web pages; provided , further , that Insight will promptly notify the Agent of each posting to such sites upon the occurrence thereof. In order to provide such notices promptly, Insight agrees that it shall register the Agent in the appropriate Insight databases necessary to cause such notices to be sent automatically (including, without limitation, by e-mail to e-mail addresses agreed upon by the Agent) on the applicable filing dates.

1.6 Section 7.1(j) of the Receivables Purchase Agreement is amended by adding the following sentence as the last sentence thereof:

Each Seller Party will cause each Government Contract Payment under a Government Contract Sale Receivable to be made to an account other than a Collection Account.

1.7 Section 8.2(b) of the Receivables Purchase Agreement is amended by adding the following sentence as the first sentence thereof:

The Servicer will instruct all Government Contract Sale Obligors to make all Government Contract Payments to locations other than a Lock-Box or Collection Account.

1.8 Clause (i) of Section 8.5 of the Receivables Purchase Agreement is amended to delete therefrom the phrase “during a Weekly Reporting Period”.

1.9 The last sentence of Section 9.1(c) of the Receivables Purchase Agreement is amended by deleting the reference therein to “$5,000,000” and substituting “$25,000,000” therefor.

1.10 Clause (ii) of Section 9.1(g) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(ii) the weighted average of the Delinquency Ratios for the three most recently ended Fiscal Months shall exceed 13.5%;

1.11 Section 9.1(i) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(i) (w) One or more judgments for the payment of money shall be rendered against the Seller, (x) one or more nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall be rendered against the Seller, (y) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 (to the extent not covered by a valid and binding policy of insurance in favor of the Servicer, the applicable Originator or the applicable Subsidiary with respect to which the related insurer has been notified of a claim for payment and has not disputed such claim) shall be rendered against the Servicer, any Originator, any of their Subsidiaries or any combination of the foregoing and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Servicer, any Originator or any of their Subsidiaries to enforce any such judgment, or (z) one or more nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, shall be rendered against the Servicer, any Originator, any of their Subsidiaries or any combination of the foregoing and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Servicer, any Originator or any of their Subsidiaries to enforce any such judgment;

1.12 Section 9.1(l) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(l) The Total Leverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall exceed the following ratios for the following periods:

1.13 Section 9.1(m) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(m) The Fixed Charge Coverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall be less than 1.25 to 1.00.

1.14 Section 9.1(n) of the Receivables Purchase Agreement is amended and restated in its entirety as follows:

(n) The Asset Coverage Ratio, as of the last day of each Fiscal Quarter of Insight, shall be less than 1.50 to 1.00.

1.15 Article XII of the Receivables Purchase Agreement is amended to insert the following new Section 12.5 at the end thereof:

Section 12.5. Federal Reserve . Notwithstanding any other provision of this Agreement to the contrary, any Financial Institution may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to secure obligations of such Financial Institution to a Federal Reserve Bank, without notice to or consent of the Seller or the Agent; provided that no such pledge or grant of a security interest shall release a Financial Institution from any of its obligations hereunder, or substitute any such pledgee or grantee for such Financial Institution as a party hereto.

1.16 The definition of “ Acquired Entity EBITDA ” set forth in Exhibit I to the Receivables Purchase Agreement is amended by amending and restating the proviso therein as follows:

provided , that when calculating Acquired Entity EBITDA with respect to the Calence Acquisition through the period ending March 31, 2009, Insight may use amounts related to historical Calence EBITDA as set forth in pro-forma consolidated financial statements contained in the Information Memorandum.

1.17 The definition of “ Adjusted Consolidated EBITDA ” set forth in Exhibit I to the Receivables Purchase Agreement is amended to delete therefrom the phrase “Spectrum Acquisition” where it appears therein and to substitute therefor the phrase “Calence Acquisition”.

1.18 The definition of “ Administrative Agent ” set forth in Exhibit I to the Receivables Purchase Agreement is amended by inserting the following proviso immediately prior to the end thereof:

; provided , that for purposes of the Dutch Parallel Debt (as defined in the Credit Agreement), JPMorgan Chase Bank, National Association will be acting in its individual capacity.

1.19 The definition of “ Attributable Debt ” set forth in Exhibit I to the Receivables Purchase Agreement is deleted therefrom in its entirety.

1.20 The definition of “ Authorized Officer ” set forth in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety as follows:

“ Authorized Officer ” means, with respect to any Person, its chief executive officer, president, chief financial officer, treasurer, chief accounting officer or senior vice president of finance.

1.21 The definition of “ Consolidated EBITDA ” is amended to delete in its entirety the phrase “from revenues” set forth in clause (b) thereof.

1.22 The definition of “ Consolidated Funded Indebtedness ” set forth in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety as follows:

“ Consolidated Funded Indebtedness ” means, at any time, the sum (without duplication) of (i) the aggregate principal amount of Consolidated Indebtedness owing by Insight and its Subsidiaries which has actually been funded and is outstanding at such time, whether or not such amount is due or payable at such time, plus (ii) the aggregate stated or face amount of all letters of credit at such time for which any of Insight and its Subsidiaries is the account party (unless cash collateralized with cash and/or cash equivalents in a manner permitted hereunder) plus (iii) the aggregate amount of Capitalized Lease Obligations owing by Insight and its Subsidiaries plus (iv) the aggregate of all amounts owing by Insight and its Subsidiaries with respect to judgments or settlements arising in connection with trials, arbitrations, mediations, litigation or other forums for dispute resolution (to the extent not covered by a valid and binding policy of insurance in favor of Insight or the applicable Subsidiary with respect to which the related insurer has been notified of a claim for payment and has not disputed such claim) (it being understood that Consolidated Funded Indebtedness shall not include amounts outstanding under the Floorplan Credit Agreement or any Vendor Trade Program so long as such amounts are not bearing interest payable by a Loan Party).

1.23 The definition of “ Consolidated Indebtedness ” set forth in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety as follows:

“ Consolidated Indebtedness ” means, at any time, the Indebtedness of Insight and its Subsidiaries calculated on a consolidated basis as of such time.

1.24 The definition of “ Credit Agreement ” set forth in Exhibit I to the Receivables Purchase Agreement is amended and restated in its entirety as follows:

“ Credit Agreement ” means that certain Second Amended and Restated Credit Agreement, dated as of April 1, 2008, among Insight, as borrower, the “European Borrowers” party thereto, the “Lenders” from time to time party thereto, J.P. Morgan Europe Limited, as European Agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents, and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

1.25 The definition of “ Disqualified Equity Interests ” set forth in Exhibit I to the Receivables Purchase Agreement is amended and restate in its entirety as follows:

“ Disqualified Equity Interests ” means Equity Interests that (a) require the payment of any cash dividends prior to the date that is 91 days after the Maturity Date (as defined in the Credit Agreement), (b) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests) or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise, prior to the date that is 91 days after the Maturity Date (as defined in the Credit Agreement) (other than (i)